Exhibit
4.1


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of April 1, 2022, Kidpik Corp. (“we”, “our,” and “us”) had one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock,
par value $0.001 per share (“Common Stock”).


 


The
following description of our Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety
by reference to our Second Amended and Restated Certificate of Incorporation (the “Certificate”) and Amended and Restated
Bylaws (the “Bylaws”), copies of which are incorporated by reference herein, and applicable Delaware law. We encourage
you to read our Certificate, our Bylaws and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”)
for additional information.


 


Authorized
Capitalization


 


The
total number of authorized shares of our Common Stock is 75,000,000 shares, $0.001 par value per share. The total number of “blank
check” authorized shares of our preferred stock is 25,000,000 shares, $0.001 par value per share. There are no shares of preferred
stock currently outstanding.


 


Common Stock


 


Voting
Rights. Each share of our Common Stock is entitled to one vote on all stockholder matters. Shares of our Common Stock do not possess
any cumulative voting rights.


 


Except
for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of the holders
of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled
to vote on the matter, unless otherwise required by applicable law. The election of directors will be determined by a plurality of the
votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees
with the greatest number of votes cast, even if less than a majority, will be elected. The rights, preferences and privileges of holders
of Common Stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred stock that we have
designated, or may designate and issue in the future.


 


Dividend
Rights. Each share of our Common Stock is entitled to equal dividends and distributions per share with respect to the Common Stock
when, as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock.


 


Liquidation
and Dissolution Rights. Upon liquidation, dissolution or winding up, our Common Stock will be entitled to receive pro rata on
a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment of preferential
and other amounts, if any, payable on any outstanding preferred stock.


 


Fully
Paid Status. All outstanding shares of the Company’s Common Stock are validly issued, fully paid and non-assessable.


 


Other
Matters. No holder of any shares of our Common Stock has a preemptive right to subscribe for any of our securities, nor are any
shares of our Common Stock subject to redemption or convertible into other securities.


 


Anti-Takeover
Effects of Our Certificate and Bylaws


 


The
provisions of our Certificate and Bylaws summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer
or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium
over the market price for your shares. These provisions are also designed, in part, to encourage persons seeking to acquire control of
us to first negotiate with our Board of Directors, which could result in an improvement of their terms.


 


Authorized
but Unissued Shares of Common Stock. Shares of our authorized and unissued Common Stock are available for future issuances without
additional stockholder approval. While the additional shares are not designed to deter or prevent a change of control, under some circumstances
we could use the additional shares to create voting impediments or to frustrate persons seeking to affect a takeover or otherwise gain
control by, for example, issuing those shares in private placements to purchasers who might side with our Board of Directors in opposing
a hostile takeover bid.


 


Authorized
but Unissued Shares of Preferred Stock. Under our Certificate, our Board of Directors has the authority, without further action
by our stockholders, to issue up to 25,000,000 shares of preferred stock in one or more series and to fix the voting powers, designations,
preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each
series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and
the number of shares constituting any series. The existence of authorized but unissued preferred stock could reduce our attractiveness
as a target for an unsolicited takeover bid since we could, for example, issue shares of preferred stock to parties who might oppose such
a takeover bid or shares that contain terms the potential acquirer may find unattractive. This may have the effect of delaying or preventing
a change of control, may discourage bids for the Common Stock at a premium over the market price of the Common Stock, and may adversely
affect the market price of, and the voting and other rights of the holders of, our Common Stock.


 



    	 



     


     


Classified
Board of Directors. In accordance with the terms of our Certificate, our Board of Directors is divided into three classes, Class
I, Class II and Class III, with members of each class serving staggered three-year terms. Under our Certificate, our Board of Directors
consists of such number of directors as may be determined from time to time by resolution of the Board of Directors, but in no event may
the number of directors be less than one or more than fifteen. Any additional directorships resulting from an increase in the number of
directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
Our Certificate provides that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of
directors, may be filled only by the affirmative vote of a majority of our directors then in office, even if less than a quorum, or by
a sole remaining director. Any director elected to fill a vacancy will hold office until such director’s successor shall have been
duly elected and qualified or until such director’s earlier death, resignation or removal. Our classified Board of Directors could
have the effect of delaying or discouraging an acquisition of us or a change in our management.


 


Removal
of Directors. As a result of our classified Board of Directors, our Bylaws provide that directors may be removed only for cause
and upon the affirmative vote of holders of at least a majority of the outstanding shares of Common Stock then entitled to vote at an
election of directors.


 


Special
Meetings of Stockholders. Our Bylaws provide that a special meeting of stockholders may be called only by the Board of Directors,
the Chairman of the Board of Directors, the President, a majority of the members of the Board of Directors or a committee of the Board
of Directors duly designated and whose powers and authority include the power to call meetings may call special meetings of the stockholders
of the Company or holders of at least 25% of all shares entitled to vote at the proposed special meeting. In the case of a stockholder
requested special meeting, upon receipt of such a request, the Board of Directors has the authority to determine the date, time and place
of such special meeting, which must be scheduled to be held on a date that is within ninety days of receipt by the Secretary of the request
therefor (provided such request is in compliance with the Company’s Bylaws).


 


Stockholder
Advance Notice Procedure. Our Bylaws establish an advance notice procedure for stockholders to make nominations of candidates
for election as directors or to bring other business before an annual meeting of our stockholders. The Bylaws provide that any stockholder
wishing to nominate persons for election as directors at, or bring other business before, an annual meeting must deliver to our corporate
secretary a written notice of the stockholder’s intention to do so. These provisions may have the effect of precluding the conduct
of certain business at a meeting if the proper procedures are not followed. We expect that these provisions may also discourage or deter
a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting
to obtain control of our company.


 


Forum
selection clause. Our Certificate provides that unless the Company consents in writing to the selection of an alternative forum
(an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware is the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary
duty owed by any current or former director, officer, employee or stockholder of the Company to the Company or the Company’s stockholders,
(iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”),
the certificate of incorporation or the bylaws of the Company, each as amended, or (iv) any action asserting a claim governed by the internal
affairs doctrine; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction
over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court
located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within
the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court
lacked personal jurisdiction over an indispensable party named as a defendant therein.


 


The
following provisions would not however apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as
amended (the “Securities Act”), the Exchange Act, or any other claim for which the U.S. federal courts have exclusive
jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act, and an investor cannot
waive compliance with the federal securities laws and the rules and regulations thereunder. Notwithstanding the above, to prevent having
to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations,
our Certificate provides that unless the Company gives an Alternative Forum Consent, the U.S. federal district courts will be the exclusive
forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, there is uncertainty as to whether
a court would enforce such a provision. While the Delaware courts have determined that such choice of forum provisions are facially valid,
a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such
instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Certificate. This
may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that
the provisions will be enforced by a court in those other jurisdictions.


 


These
exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other
employees. If a court were to find either exclusive-forum provision in our vigorously assert the validity and enforceability to be inapplicable
or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions,
all of which could seriously harm our business.


 



    	 



     


     


Anti-Takeover
Effects Under Section 203 of Delaware General Corporation Law


 


We
are subject to Section 203 of Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination
with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with
the following exceptions:


 


	 	■	before such date, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	■	upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or an exchange offer; or
	 	 	 
	 	■	on or after such date, the business combination is approved by our Board of Directors and authorized at an annual or a special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3 percent of the outstanding voting stock that is not owned by the interested stockholder.


 


In general,
Section 203 defines “business combination” to include the following:


 


	 	■	any merger or consolidation involving the corporation or any direct or indirect majority owned subsidiary of the corporation and the interested stockholder or any other corporation, partnership, unincorporated association, or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation the transaction is not excepted as described above;
	 	 	 
	 	■	any sale, transfer, pledge, or other disposition (in one transaction or a series) of 10% or more of the assets of the corporation involving the interested stockholder;
	 	 	 
	 	■	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
	 	 	 
	 	■	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
	 	 	 
	 	■	the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges, or other financial benefits by or through the corporation.


 


In
general, Section 203 defines an “interested stockholder” as an entity or a person who, together with the person’s
affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status
did own, 15 percent or more of the outstanding voting stock of the corporation.


 


A
Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation
or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least
a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change
in control attempts of us may be discouraged or prevented.


 


The
provisions of Delaware law and the provisions of our Certificate and Bylaws could have the effect of discouraging others from attempting
hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our Common Stock that often
result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management.
It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to
be in their best interests.